Five9 Announces Pricing of Upsized $650 Million Convertible Notes Offering - Seite 2

The initial conversion rate for the notes is 12.5918 shares of common stock per $1,000 principal amount of notes (which is equivalent to an initial conversion price of approximately $79.42 per share). Prior to the close of business on the business day immediately preceding December 15, 2028, the notes will be convertible at the option of the noteholders only upon the satisfaction of specified conditions and during certain periods. Thereafter, until the close of business on the second scheduled trading day immediately preceding the maturity date, the notes will be convertible at the option of the noteholders at any time regardless of these conditions. Conversions of the notes will be settled in cash, shares of Five9’s common stock or a combination thereof, at Five9’s election. The initial conversion price represents a premium of approximately 30% to the $61.09 per share last reported sale price of Five9’s common stock on the Nasdaq Global Market on February 27, 2024.

Five9 may redeem all or any portion of the notes (subject to certain limitations), at its option, on or after March 22, 2027 and prior to December 15, 2028, at a cash redemption price equal to 100% of the principal amount thereof, plus any accrued and unpaid interest, if the last reported sale price of Five9’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which Five9 provides written notice of redemption.

Holders of notes may require Five9 to repurchase their notes upon the occurrence of certain events that constitute a fundamental change under the indenture governing the notes at a cash repurchase price equal to 100% of the principal amount thereof, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In connection with certain corporate events or if Five9 issues a notice of redemption, Five9 will, under certain circumstances, increase the conversion rate for holders who elect to convert their notes in connection with such corporate event or holders of called notes that elect to convert such notes during the relevant redemption period, as applicable.